CUSIP
No. 05988J103
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SCHEDULE 13G/A
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Page 13
of 17 Pages
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Item 1.
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(a) Name of Issuer
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Bandwidth Inc.
Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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900 Main Campus Drive
Raleigh, NC 27606
Item 2.
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(a, b, c) Names of Person Filing, Address
of
Principal
Business Office, Citizenship:
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Summit
Partners Public Asset Management, LLC (“SPPAM”)
, the investment manager with respect to the shares directly held by Summit Partners Concentrated Growth L/S Master Fund, L.P.,
Summit Partners Sustainable Opportunities L/S QP Fund, L.P., Summit Partners Sustainable Opportunities L/S Fund, L.P., and
Summit Partners Sustainable Opportunities L/S Fund Limited (collectively the "Funds") and a separately managed account. SPPAM
is a Delaware limited liability company located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit
Partners, L.P. (“SP”)
, the Managing Member of SPPAM, with respect to the shares directly held by the Funds. SP is a Delaware limited partnership
located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit
Partners Concentrated Growth L/S Master Fund, L.P.
, a Cayman Islands limited partnership, with respect to the shares directly owned by it. This entity's registered office is
c/o Walker Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
Summit
Partners Sustainable Opportunities L/S QP Fund, L.P.
, a Delaware limited partnership, with respect to the shares directly owned by it. This entity's registered office is c/o Summit
Partners, 222 Berkeley Street, FL 18, Boston, MA 02116.
Summit
Partners Sustainable Opportunities L/S Fund, L.P.
, a Delaware limited partnership, with respect to the shares directly owned by it. This entity's registered office is c/o Summit
Partners, 222 Berkeley Street, FL 18, Boston, MA 02116.
Summit
Partners Sustainable Opportunities L/S Fund Limited
, a Cayman Islands limited partnership, with respect to the shares directly owned by it. This entity's registered office is
c/o Walker Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
Summit
Partners Alydar GP, L.P. (“Fund GP”)
, the general partner of the Summit Partners Concentrated Growth L/S Master Fund, L.P., Summit Partners Sustainable Opportunities
L/S QP Fund, L.P., and Summit Partners Sustainable Opportunities L/S Fund, L.P., with respect to the shares directly held
by these Funds. Fund GP is a Delaware limited partnership located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit
Partners Alydar GP, LLC (“GP”)
, the general partner of Fund GP with respect to the shares directly held by Summit Partners Concentrated Growth L/S Master
Fund, L.P., Summit Partners Sustainable Opportunities L/S QP Fund, L.P., and Summit Partners Sustainable Opportunities L/S
Fund, L.P.. GP is a Delaware limited liability company located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Philip
Furse
, the Chief Investment Officer of SPPAM and a Portfolio Manager of the Summit Partners Concentrated Growth L/ Master Fund, L.P.
with respect to the shares directly held by this Fund. Mr. Furse is a United States Citizen with a business address at 222
Berkeley Street, 18th Floor, Boston, MA 02116.
Timothy
Albright
, a Portfolio Manager of SPPAM with respect to the shares directly held bySummit Partners Sustainable Opportunities L/S QP Fund,
L.P., Summit Partners Sustainable Opportunities L/S Fund, L.P., and Summit Partners Sustainable Opportunities L/S Fund Limited.
Mr. Albright is a United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Robert
MacAulay
, tthe Chief Risk Officer of SPPAM with respect to the shares directly held by the Funds. Mr. MacAulay is a United States Citizen
with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
The
foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
Item 2.
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(d) Title of Class of Securities
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Class
A Common Stock, par value $.0001 per share (the “Common Stock”)
05988J103
CUSIP No. 05988J103
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SCHEDULE 13G/A
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Page 14
of 17 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Not Applicable
CUSIP
No. 05988J103
|
SCHEDULE 13G/A
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Page
15 of 17 Pages
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Item
4. Ownership
Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2018 is incorporated by
reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The percentage of beneficial ownership
is determined by dividing the number of shares of Common Stock beneficially owned by each of the Reporting Persons by 12,898,762,
the number of shares of Common Stock issued and outstanding as of December 14, 2018, as the Issuer reported in its Form S-3
filed with the SEC on December 21, 2018.
By virtue of the affiliate relationships among the Reporting Persons and by virtue
of Mr. Furse being the Chief Investment Officer of SPPAM and a Portfolio Manager of the Summit Partners Concentrated Growth
L/ Master Fund, L.P., Mr. Albright being a Portfolio Manager of the Summit Partners Sustainable Opportunities L/S QP Fund,
L.P., Summit Partners Sustainable Opportunities L/S Fund, L.P., and Summit Partners Sustainable Opportunities L/S Fund Limited
and Mr. MacAulay being the Chief Risk Officer of SPPAM, each Reporting Person may be deemed to own beneficially all of the
668,798 shares of Common Stock as of December 31, 2018. Each of the Reporting Persons expressly disclaims beneficial ownership
of any shares of Common Stock, except for the Fund with respect to the shares held of record by it and except to the extent
of its pecuniary interest therein.
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 05988J103
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SCHEDULE 13G/A
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Page
16 of 17 Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
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Summit Partners Public Asset Management, LLC
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Chief Compliance Officer
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Summit
Partners, L.P.
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit Partners Concentrated Growth L/S Master Fund, L.P.
By:
Summit
Partners Alydar GP, L.P., its general partner
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit
Partners Sustainable Opportunities L/S QP Fund, L.P.
By:
Summit
Partners Alydar GP, L.P., its general partner
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit Partners Sustainable Opportunities L/S Fund, L.P.
By:
Summit
Partners Alydar GP, L.P., its general partner
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit Partners Sustainable Opportunities L/S Fund Limited
By:
Summit
Partners Alydar GP, L.P., its general partner
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit
Partners Alydar GP, L.P.
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit
Partners Alydar GP, LLC
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Philip C. Furse
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, POA for Philip C. Furse
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Timothy K. Albright
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, POA for Timothy K. Albright
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Robert E. MacAulay
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, POA for Robert E. MacAulay
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CUSIP No. 05988J103
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SCHEDULE 13G/A
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Page 17
of 17 Pages
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Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2019
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Summit Partners Public Asset Management, LLC
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Chief Compliance Officer
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Summit
Partners, L.P.
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit Partners Concentrated Growth L/S Master Fund, L.P.
By:
Summit
Partners Alydar GP, L.P., its general partner
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit Partners Sustainable Opportunities L/S QP Fund, L.P.
By:
Summit
Partners Alydar GP, L.P., its general partner
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit Partners Sustainable Opportunities L/S Fund, L.P.
By:
Summit
Partners Alydar GP, L.P., its general partner
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit Partners Sustainable Opportunities L/S Fund Limited
By:
Summit
Partners Alydar GP, L.P., its general partner
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit
Partners Alydar GP, L.P.
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Summit
Partners Alydar GP, LLC
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, Authorized Person
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Philip C. Furse
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, POA for Philip C. Furse
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Timothy K. Albright
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, POA for Timothy K. Albright
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Robert E. MacAulay
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By:
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/s/
Robin W. Devereux
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Robin W. Devereux, POA for Robert E. MacAulay
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